Shareholders’ duty to notify voting rights which can be exercised by proxy

19/08/2011 10:22 am
modified 13/10/2011 2:39 pm

New provisions in the Securities Trading Act regarding disclosure of large shareholdings etc became effective on 1 January 2008. As a result, voting rights to shares that can be exercised with a basis in a proxy (not containing instructions) will be included when determining the equity participation of the shareholder concerned in the target company. The disclosure thresholds are 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 and 90%.

The shareholder is himself responsible for making the disclosure. According to Circular 3/2008 issued by the Financial Supervisory Authority of Norway (Kredittilsynet), such shareholders are required to put in place routines enabling them to obtain as speedily as possible the information they need on voting rights to shares that may trigger a disclosure obligation.

In keeping with the above circular, Orkla has set up routines for counting proxies in the period between the convening and holding of a general meeting, and will endeavour to notify immediately any shareholder who, on account of proxies, reaches or passes a disclosure threshold. However, Orkla’s routines for counting proxies require Orkla to be aware of what group the shareholder will, in the event, be consolidated with. We therefore request that consolidations with potential significance for a shareholder’s disclosure obligation be notified to Orkla Investor Relations on +47 22 54 40 00.